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anticipates transacting business for the purpose of Competing; and (6) employ any person who was
<br />employed by Contractor at any time within the two years prior to employment by Client. Client acknowledges
<br />that any breach of the above will cause serious and irreparable injury to Contractor such that Contractor will
<br />be entitled to the recovery of all of its damages.
<br />14.Right of First Refusal Option: To the extent permitted by the City's Purchasing Procedures and Manual,
<br />Client grants to Contractor a right of first refusal option to match any written offer received by Client to
<br />provide the same services that are being performed by Contractor under the Agreement. Contractor shall
<br />have fourteen (14) days upon which to respond to or match any such offer or to terminate this Agreement in
<br />its sole discretion, without further recourse from Client. In the event of termination, Client shall pay to
<br />Contractor, liquidated damages as defined in Section 5.
<br />15.Access: Contractor will require clear unhindered access to the worksite and is not responsible for
<br />damages to paved surfaces. Contractor is not responsible for dirtying of Client’s premises or for any damage
<br />caused by placement of equipment necessary for completion of the job covered under this Agreement.
<br />16.Reuse of Documents: All documents prepared by Contractor are the Contractor’s property and are
<br />not intended or represented to be suitable for use by others, or the use by Client beyond the scope of this
<br />Agreement. Any use by others, or reuse by Client beyond the scope of this Agreement are expressly forbidden
<br />and shall be at the user’s sole risk.
<br />17.Force Majeure: Contractor’s obligation to provide goods or services under this Agreement shall be
<br />suspended if its performance is hindered or delayed due to any cause not reasonably within its control,
<br />including but not limited to, acts of God, strikes, labor disputes, weather, disturbances, riots, fire, crime,
<br />governmental action or intervention, war, acts of other contractors or subcontractors, acts of Client,
<br />unavailability or shortage of power, labor, transportation, or supplies. In the event of such occurrence,
<br />Contractor may, at its sole option, suspend its performance or terminate this Agreement, and in either case,
<br />shall not be held accountable or liable for damages, costs, or expenses.
<br />18.Proposal: Unless otherwise stated in its proposal, the proposal provided by Contractor shall remain
<br />valid for a period of thirty (30) days. Notwithstanding the foregoing, the proposal may further be amended or
<br />withdrawn without prior notice to Client if information becomes available to Contractor which would, in its
<br />opinion, affect a term of such proposal.
<br />19.Invoicing & Payment: Unless otherwise stated in its proposal, Contractor may submit invoices
<br />immediately and may itemize labor and non-labor charges. Unless otherwise specified in writing, all change
<br />orders or work performed outside of the scope of the original proposal, and all subcontractor expenses, will
<br />be billed at cost plus reasonable overhead and profit margin. Invoices are due and payable within thirty ( 30)
<br />days after the date on the respective invoice. Interest shall be due and payable on any unpaid balance at the
<br />rate of 10% per month. All goods and services provided by Contractor shall be deemed satisfactory and
<br />acceptable to Client unless Client specifically notifies Contractor in writing of any alleged deficiencies within
<br />ten ( 10) days following furnishing of the subject good or service. Should any obligation of Client be placed into
<br />the hands of an attorney for collection, the Client agrees to pay all attorney fees incurred by Contractor in the
<br />pursuit of said obligation.
<br />20.Waiver: Contractor shall not be deemed to have waiver any of its rights, powers, or remedies under
<br />this Agreement or at law or in equity, unless such waiver is in writing and executed by Contractor. No delay or
<br />omission by Contractor in exercising any right, power or remedy shall operate as a waiver thereof. No waiver
<br />of any default shall operate as a waiver of any other default.
<br />21.Assignment: Client may not assign this Agreement without Contractor’s express prior written
<br />consent.
<br />22.General Acknowledgement: Client expressly acknowledges that it has been given the opportunity
<br />to read the above terms and conditions and that it understands its obligations, rights and responsibilities
<br />under the Agreement with Contractor and Client expressly waives any defenses concerning its knowledge or
<br />understanding of its rights, responsibilities and obligations under this Agreement.
<br />ATTEST:
<br />________________________________
<br />Jocelyn Kwong, City Clerk
<br />APPROVED AS TO FORM:
<br />________________________________
<br />Daniel G. Sodergren, City Attorney
<br />Docusign Envelope ID: 94AAA4D7-C840-881C-82FA-B9936480AF35
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